Result of Placing
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOTFOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES
ANDPOSSESSIONS, ANY OF THE UNITED STATES AND THE DISTRICT OF
COLUMBIA),AUSTRALIA,NEW ZEALAND, CANADA, JAPAN, SOUTH AFRICA, ANY MEMBER STATES
OF THE EEA (OTHERTHAN THE UNITED KINGDOM) OR ANY OTHER JURISDICTION IN WHICH
SUCH RELEASE,PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS AN ADVERTISMENT AND NOT A PROSPECTUS. THIS ANNOUNCEMENT
ISFOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OR INVITATION
TOPURCHASE OR ACQUIRE ANY TRANSFERABLE SECURITIES (AS DEFINED IN SCHEDULE 11A
OFTHE FINANCIAL SERVICES AND MARKETS ACT 2000), NOR SHALL IT FORM THE BASIS
OFANY CONTRACT FOR THE SALE OF ANY INTEREST IN A TRANSFERABLE SECURITY OR
ASOLICITATION, INDUCEMENT, ADVICE OR RECOMMENDATION TO EFFECT ANY TRANSACTION
OFANY KIND WHATSOEVER. POTENTIAL INVESTORS SHOULD READ THE RELEVANT
PROSPECTUSESCAREFULLY BEFORE ANY INVESTMENT DECISION IS MADE.
PICTON PROPERTY INCOME LIMITED
("Picton" or the "Company")
RESULTS OFPLACING
Further to the announcement dated 13 March 2015, the Board of Picton ispleased
to announce the successful placing of 51,352,093ordinary sharesof no par value
in the Company ("New Ordinary Shares") raising grossproceeds of £35.2million.
This placing brings the total gross proceeds raised under the Placing
Programme, now closed, to £102 million.
The New Ordinary Shareswere placed, subject to Admission, by J.P. Morgan
Cazenove and Stifel Nicolaus Europe Limited pursuant to the terms and
conditions of thePlacing Programme established underthe prospectus issued by
the Company dated 1May 2014 (as amended).
The New Ordinary Shares will, when issued, be credited as fully paid and will
rankparipassu in all respects with the existing ordinary shares.
Application has been made for the New Ordinary Shares to be admitted to the
premiumsegment of the Official List of the Financial Conduct Authority andto
trading on the main market for listed securities of the London StockExchange
("Admission"). It is expected that Admission will become effective
andunconditional dealings in the New Ordinary Shares will commence at 8.00am on
23 March 2015.
Following Admission, the number of ordinary shares that the Company has
inissuewill be 540,053,660. The total number of voting rights of the
Companywill be540,053,660 and this figure may be used by shareholders as
thedenominator forthe calculations by which they will determine if they
arerequired to notifytheir interest in, or a change to their interest in
theCompany, under theDisclosure and Transparency Rules.
The New Ordinary Shares will be issued in registered form and may be
heldinuncertificated form. The New Ordinary Shares will be issued to
Placeesthroughthe CREST system unless otherwise stated and will beeligible
forsettlement through CREST with effect from Admission.
Commenting, Nick Thompson, Chairman of Picton said:
"We have now achieved the objective we set in May last year to grow the Company
by raising over £100 million under thePlacing Programme. The support of our
existing and new shareholders provides a clear endorsement of our approach and
ambitions to grow the Company, whilst maximising shareholder value and
continuing to reduce the total expense ratio. The capital we've raised so far
has been invested in attractive assets that meet our investment objective and
we are confident that the proceeds from this final tranche will be invested in
a similar manner, further diversifying the Company's portfolio."
FOR FURTHER INFORMATION, PLEASE CONTACT:
Northern Trust International Fund Telephone: +44 1481 745 529
Administration Services (Guernsey)
Limited
David Sauvarin
The Company Secretary
Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 3QL
Picton Capital Limited Telephone: +44 20 70119980
Michael Morris
Stifel Nicolaus Europe Limited Telephone: +44 20 7710 7600
Roger Clarke
Neil Winward
J.P. Morgan Cazenove Telephone: +44 20 7742 4000
William Simmonds
Tavistock Telephone: +44 20 7920 3150
James Verstringhe
Jeremy Carey
Important Information
This Announcement has been issued by and is the sole responsibility of
theCompany.
This Announcement is for information purposes only and does not constitute an
invitation to subscribe for or otherwise acquire or dispose of securities in
the Company in any jurisdiction. The information contained in this Announcement
is for background purposes only and does not purport to be full or complete. No
reliance may be placed for any purpose on the information contained in this
Announcement or its accuracy or completeness. This Announcement does not
constitute or form part of any offer to issue or sell, or any solicitation of
any offer to subscribe or purchase, any investments nor shall it (or the fact
of its distribution) form the basis of, or be relied on in connection with, any
contract therefor.
This Announcement is an advertisement and not a prospectus. This
Announcementdoes not constitute or form part of, and should not be construed
as, any offerfor sale or subscription of, or solicitation of any offer to buy
or subscribefor, any shares in the Company or securities in any other entity,
in anyjurisdiction, including the United States, nor shall it, or any part of
it, orthe fact of its distribution, form the basis of, or be relied on in
connectionwith, any contract or investment decision whatsoever, in any
jurisdiction. ThisAnnouncement does not constitute a recommendation regarding
any securities.
Any investment decision must be made exclusively on the basis of the
prospectuspublished by the Company on 1 May 2014 and any supplement thereto in
connection with theadmission of ordinary shares of the Company to the premium
segment of theOfficial List of the UK Listing Authority and to trading on the
London StockExchange's main market for listed securities.
J.P. Morgan Cazenove which is authorised by the Prudential Regulation
Authorityand regulated by the Prudential Regulation Authority and the Financial
ConductAuthority and Stifel Nicolaus Europe Limited which is authorised and
regulatedin the United Kingdom by the Financial Conduct Authority (together,
the "JointSponsors"), are each acting exclusively for the Company and no-one
else inconnection with the Placing or the matters referred to in this
Announcement,and will not regard any other person as their respective client in
relation tothe Placing and will not be responsible to anyone other than the
Company forproviding the protections afforded to their respective clients or
for providingadvice in relation to thePlacing or any transaction or arrangement
referred toin this Announcement.
This Announcement is not for release, publication or distribution (directly
orindirectly) in or into the United States of America (including its
territoriesand possessions, any of the United States and the District of
Columbia),Canada, Australia, New Zealand, Japan, the Republic of South Africa,
any memberstates of the EEA (other than the United Kingdom) or to any "US
person" asdefined in Regulation S under the United States Securities Act of
1933, asamended (the "Securities Act") or into any other jurisdiction where
applicablelaws prohibit its release, distribution or publication. The
distribution ofthis Announcement and the Initial Offers and Placing Programme
Prospectus (asamended) in certain jurisdictions may be restricted by law. No
action has beentaken by the Company or the Joint Sponsors that would permit an
offering of theNew Ordinary Shares or possession or distribution of this
Announcement or anyother offering or publicity material relating to such shares
in anyjurisdiction where action for that purpose is required. Persons into
whosepossession this Announcement comes are required by the Company and the
JointSponsors to inform themselves about, and to observe, such restrictions.
The New Ordinary Shares have not been and will not be registered under
theSecurities Act or with any securities regulatory authority of any state or
other jurisdiction of the United States and, subject to certain exceptions,
maynot be offered or sold within the United States or to, or for the account
orbenefit of, US Persons. The Company will not be registered as an
"investmentcompany" under the Investment Company Act of 1940, and investors
will not beentitled to the benefits of that Act. In addition, relevant
clearances havenot been, and will not be, obtained from the securities
commission (orequivalent) of any province of Australia, New Zealand, Canada,
Japan, theRepublic of South Africa or any member state of the EEA (other than
the UnitedKingdom) and, accordingly, unless an exemption under any relevant
legislationor regulations is applicable, none of the New Ordinary Shares may be
offered,sold, transferred or delivered, directly or indirectly, in Australia,
NewZealand, Canada, Japan, the Republic of South Africa or any member state of
theEEA (other than the United Kingdom).
No representation or warranty express or implied, is or will be made as to,
orin relation to, and no responsibility or liability is or will be accepted
bythe Company, Picton Capital Limited (the "Investment Manager"), the
JointSponsors or by any of their respective affiliates or agents as to or
inrelation to, the accuracy or completeness of this Announcement or any
otherwritten or oral information made available to or publicly available to
anyinterested party or its advisers, and any liability therefore is
expresslydisclaimed. The Company, the Investment Manager, the Joint Sponsors
and theirrespective affiliates accordingly disclaim all and any liability
whetherarising in tort, contract or otherwise which they might otherwise have
inrespect of this Announcement or its contents or otherwise arising in
connectiontherewith.
Certain statements in this Announcement are forward-looking statements whichare
based on the Company's expectations, intentions and projections regardingits
future performance, anticipated events or trends and other matters that arenot
historical facts. These statements are not guarantees of future performanceand
are subject to known and unknown risks, uncertainties and other factorsthat
could cause actual results to differ materially from those expressed orimplied
by such forward-looking statements. Given these risks anduncertainties,
prospective investors are cautioned not to place undue relianceon
forward-looking statements. Forward-looking statements speak only as of thedate
of such statements and, except as required by applicable law, the
Companyundertakes no obligation to update or revise publicly any
forward-lookingstatements, whether as a result of new information, future
events or otherwise.The information contained in this Announcement is subject
to change withoutnotice and neither the Company nor the Joint Sponsors assume
any responsibilityor obligation to update publicly or review any of the
forward-lookingstatements contained herein.
The expected timetable including the date of Admission may be influenced by
arange of circumstances, including market conditions. There is no guarantee
thatAdmission will occur and you should not base your financial decisions on
theCompany's intentions in relation to the Placing Programme and
Admission.Acquiring New Ordinary Shares to which this Announcement relates may
expose aninvestor to a significant risk of losing all of the amount invested.
Personsconsidering making such an investment should consult an authorised
personspecialising in advising on such investments. This Announcement does
notconstitute a recommendation concerning the Placing. The value of New
OrdinaryShares can decrease as well as increase. Potential investors should
consult aprofessional advisor as to the suitability of the Placing for the
personconcerned. Past performance or information in this Announcement or any of
thedocuments relating to the Placing cannot be relied upon as a guide to
futureperformance.